Additional Proxy Soliciting Materials (definitive) (defa14a)
2022年7月21日 - 5:31AM
Edgar (US Regulatory)
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒ |
Filed
by a Party other than the Registrant ☐ |
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
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☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to Rule 14a-12 |
INTELLINETICS,
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No
fee required. |
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☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1) |
Title
of each class of securities to which transaction applies: |
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2) |
Aggregate
number of securities to which transaction applies: |
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3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) |
Proposed
maximum aggregate value of transaction: |
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5) |
Total
fee paid: |
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☐ |
Fee
paid previously with preliminary materials. |
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☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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1) |
Amount
Previously Paid: |
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2) |
Form,
Schedule or Registration Statement No.: |
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3) |
Filing
Party: |
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4) |
Date
Filed: |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 19, 2022
INTELLINETICS,
INC.
(Exact
name of Registrant as specified in its charter)
Nevada |
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000-31671 |
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87-0613716 |
(State
or other jurisdiction |
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(Commission |
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(I.R.S
Employer |
of
incorporation) |
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File
Number) |
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Identification
No.) |
2190
Dividend Dr., Columbus, Ohio |
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43228 |
(Address
of principal executive offices) |
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(Zip
code) |
Registrant’s
telephone number, including area code: (614) 388-8908
Intellinetics,
Inc.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
None |
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INLX |
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N/A |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
July 19, 2022, Intellinetics, Inc. (the “Company”) reconvened its Annual Meeting of Stockholders (the “Annual Meeting”).
At that time, there were not present virtually or represented by proxy a sufficient number of shares of the Company’s common stock
to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted. The adjourned Annual
Meeting will reconvene at the offices of the Company located at 2190 Dividend Drive, Columbus, Ohio 43228 at 3:00 p.m. Eastern Time on
August 17, 2022.
The
close of business on April 27, 2022 will continue to be the record date for the determination of stockholders of the Company entitled
to vote at the Annual Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not
want to change their vote do not need to take any action.
No
changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company encourages all of its stockholders
to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”)
on May 2, 2022, (the “Proxy Statement”) which is available free of charge on the SEC’s website at www.sec.gov, and
on the Company’s website at intellinetics.com/2022-proxy-materials/.
During
the period of adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in
the Proxy Statement. The Company encourages all stockholders who have not yet voted to do so before Tuesday, August 16, 2022 at 11:59
p.m., Eastern Time.
On
July 20, 2022, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of the press release is furnished
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 |
Financial
Statements and Exhibits |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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INTELLINETICS,
INC. |
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By: |
/s/
Joseph D. Spain |
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Joseph
D. Spain |
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Treasurer
and Chief Financial Officer |
Exhibit
99.1
Intellinetics
Announces Adjournment of Annual Meeting of Stockholders Due to Lack of Quorum
COLUMBUS,
OH – (July 20, 2022) – Intellinetics, Inc. (OTCQB: INLX) (the “Company”) announced that the Company’s
2022 Annual Meeting of Stockholders on July 19, 2022, at 3 p.m. was reconvened and adjourned, without any business being conducted, due
to lack of the required quorum.
A
quorum consists of a majority of the shares entitled to vote. There were fewer than a majority of shares entitled to vote present, either
in person or by proxy at this meeting. The Annual Meeting therefore had no quorum and was adjourned to 3:00 p.m. (Eastern Time) on Wednesday,
August 17, 2022 at the offices of the Company, 2190 Dividend Drive, Columbus, Ohio, 43228 to allow additional time for the Company’s
stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities
and Exchange Commission (the “SEC”) on May 2, 2022.
Only
stockholders of record as of the record date, April 27, 2022, are entitled to and are being requested to vote. At the time the annual
meeting was adjourned, proxies had been submitted by stockholders representing approximately 38% of the shares of the Company’s
common stock outstanding and entitled to vote at the annual meeting. Proxies previously submitted in respect of the annual meeting will
be voted at the adjourned annual meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise
voted need not take any action.
The
Company encourages all stockholders of record on April 27, 2022, who have not yet voted, to do so by August 16, 2022 at 11:59 p.m. (Eastern
Time). Shareholders who have any questions or require any assistance with completing a proxy or voting instruction form or who do not
have the required materials, may contact us at the phone number or email address below.
Important
Information
This
material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held on August 17, 2022. In
connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on May 2, 2022. BEFORE MAKING ANY VOTING
DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The definitive proxy statement was mailed to shareholders who are entitled
to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s
proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at sec.gov or the Company’s website intellinetics.com/2022-proxy-materials/.
About
Intellinetics, Inc.
Intellinetics,
Inc., located in Columbus, Ohio, empowers organizations to manage, store and protect their important documents and data. The company
offers its IntelliCloudTM content management platform, in addition to business process outsourcing (BPO), document and micrographics
scanning services, and records storage. Intellinetics guides companies through the digital transformation process to reduce risk, strengthen
compliance and enable anytime, anywhere access to mission critical forms and documents. From highly regulated industries like Healthcare/Human
Service Providers, K-12, Public Safety, and State and Local Governments, to businesses looking to move away from paper-based processes,
Intellinetics is the all-in-one, compliant, document management solution. For additional information, please visit www.intellinetics.com.
CONTACT:
Joe
Spain, CFO
Intellinetics,
Inc.
614.921.8170
investors@intellinetics.com
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